Reseller Agreement

1. PARTIES

Reseller Provider: WISECP LLC. (Hereinafter referred to as "WISECP")

Reseller: WISECP.com customer/user (Hereinafter referred to as "RESELLER")

2. DEFINITIONS

2.1. "Software": All software products developed and licensed by WISECP.

2.2. "License": Right to use the software.

2.3. "End User": Customers who purchase licenses from the RESELLER.

2.4. "Intellectual Property": All copyrights, patents, trade secrets, and other intellectual property rights related to the software.

3. SUBJECT OF THE AGREEMENT

This agreement regulates the terms of sale of certain products and services offered by WISECP to end users through the RESELLER, and the mutual rights and obligations of the parties.

4. SCOPE OF RESELLER PROGRAM

4.1. Products Within Reseller Scope:

• Monthly and annual license types

4.2. Products Outside Reseller Scope:

• Lifetime license types
• Additional services and modules

5. RESELLER ACTIVATION CONDITIONS

5.1. The RESELLER is obligated to load the reseller fee determined by WISECP as account credit to their my.wisecp.com user account.

5.2. The loaded reseller fee:

• Can be used for any purchase or service renewal.
• Is non-refundable.
• Can be transferred to another WISECP user.

5.3. Requirements for reseller activation:

• Submission of reseller request through wisecp.com support system.
• Deposit of reseller fee to user account.
• Possession of at least 3 active and paid WISECP licenses in the account.

6. RIGHTS AND OBLIGATIONS OF THE RESELLER

6.1. Sales and Marketing:

• The RESELLER is obligated to comply with WISECP's pricing policy.
• Sales cannot be made at prices lower than 30% of the prices published on Wisecp.com or viewable with membership login.
• Products/services outside the reseller scope cannot be sold or advertised.

6.2. Customer Support:

• The RESELLER is obligated to provide maximum information and support to their customers.
• Can receive technical support through my.wisecp.com.

6.3. Website Requirements:

• WISECP reseller status must be clearly stated on the RESELLER's website.
• License fees must be displayed clearly and accessibly.

6.4. Marketing and Advertising Rules:

• The RESELLER cannot organize advertising campaigns without WISECP's written approval.
• Email/SMS marketing activities must comply with spam policies.
• Social media usage must align with WISECP brand values.

7. RIGHTS AND OBLIGATIONS OF WISECP

7.1. WISECP is obligated to apply the specified discount rate to the reseller for licenses purchased after reseller activation.

7.2. No discount is applied for renewal periods of existing licenses prior to reseller activation.

7.3. Support Provided by WISECP:

• Provision of information and support to reseller when needed after sales.
• Regular product updates.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. All intellectual property rights belong to WISECP.

8.2. Rights granted to the RESELLER:

• Right to market and sell the software within the framework specified in the agreement.

8.3. RESELLER's restrictions:

• Making unauthorized modifications to the software.
• Unauthorized interference with source code.
• Reverse engineering.
• Sub-licensing.

9. CONFIDENTIALITY

9.1. Confidential Information:

• Trade secrets.
• Customer data.
• Pricing policies.
• Technical information.
• Business plans.

9.2. RESELLER's obligations: (If disclosed to the reseller)

• Protecting confidential information.
• Sharing only with authorized personnel.
• Maintaining confidentiality even after agreement termination.

10. COMPETITION AND LIMITATIONS

10.1. During the agreement term, the RESELLER:

• Cannot be a reseller for competing products.
• Cannot use WISECP customer portfolio acquired through reseller program for other purposes.

11. TAX AND FINANCIAL OBLIGATIONS

11.1. RESELLER's responsibilities:

• Paying taxes arising from sales and issuing invoices to customers.
• Maintaining legal books.
• Fulfilling invoicing obligations.

12. FORCE MAJEURE

12.1. Situations considered force majeure:

• Natural disasters.
• War, terrorist events.
• Pandemic.
• Legal changes.
• Cyber attacks.

12.2. In case of force majeure:

• Parties' obligations are suspended.
• Agreement can be terminated if situation exceeds 30 days.

13. TERMINATION OF AGREEMENT

WISECP has the right to unilaterally terminate the agreement in case of detection of the following situations:

13.1. Non-compliance with the determined minimum pricing policy.

13.2. Sales of products outside the reseller scope.

13.3. Failure to clearly and visibly display information about WISECP reseller status and license sales on the reseller website.

13.4. RESELLER presenting themselves as WISECP brand, employee, or authority in any way.

13.5. Providing insufficient support to customers who purchased through the reseller program.

13.6. Engaging in inappropriate promotion and marketing activities on online platforms (websites other than reseller website, online forums, etc.).

14. GENERAL PROVISIONS

14.1. This agreement enters into force upon completion of reseller activation or notification of the agreement to the reseller.

14.2. If this agreement is not accepted by the reseller, the reseller may unilaterally terminate the agreement. In this case, the reseller must notify WISECP authorities of the termination request and end reseller activities. Otherwise, the agreement is deemed accepted.

14.2. For matters not specified in the agreement, provisions of "Turkish Commercial Code" and related legislation shall apply.

14.3. Severability: Invalidity of any provision of the agreement does not affect other provisions.

14.4. Waiver: Non-exercise of any right does not constitute waiver of that right.

15. DISPUTE RESOLUTION

15.1. "Courts of Ankara, Republic of Turkey" have jurisdiction in disputes that may arise between parties.

16. EFFECTIVENESS

This agreement consists of 16 (sixteen) main articles and is published on wisecp.com. It enters into force upon reseller activation or notification of the agreement to the reseller.